[registrars] Some bylaw thoughts and questions
Hello all, I
have some bylaw comments. I have numbered them as per the online documents
section.
2.1 has the sentence
"Therefore to avoid conflicts of
interest, this typically excludes entities whose primary relationship with ICANN
is as a TLD Registry Operator.". How does one determine what ones
"primary" relationship is ? Based on "first accredited" ? Revenue
? # of clients ?
2.3 - Non Registered
Representatives. There seems to be no limit as to whom I can
appoint. Does this mean a Registrar could appoint people who are not
really related (ie: by employment or contract) to them ? If someone off
the street asked for my appointment, would I be free to give it
? Could I appoint people from Snapnames for example, who clearly have
an interest in whats going on in ALL our meetings ? I would
suggest some wording here to limit the representatives to related parties in
some way.
2.4 reads "Publication
of Membership - Contact details for each Member, and Registered Representatives
shall be published on the Registrar Constituency web site." Frankly, I am
note sure that I wish my contact details to be public. While I am happy to
share them with other members of the constituency, I am not as happy to publish
them to the world. If this is to be a public website, I suspect you will
end up with everyones main customer service numbers, which really doesn't help
much.
3.4.4 I am not
sure why we combined the vice chair and technology officer. I suspect that
the skills required for these two positions would be very different. The
skills of being a good Chair are very different than those of being a great
techy (and frankly, I can think of a few people that would make a great CTO, but
a terrible chair (and no, I am not speaking of Rick in particular!)) I
suggest you seperate these two positions, thus creating a fifth position (which
may also be helpful in balancing the exec committe a little more in the event of
tie votes).
4.2.1 requires that
45 days notice be given as an absolute. I would suggest softening these
time lines to "where possible, 45 days notice...." You do not want to tie
our hands, should a meeting be required. I can think of a couple of
practical examples, such as someone like the FTC calls a meeting that most
registrars are going to attend, and it is convenient to meet at, or if you
needed a second day at an ICANN meeting that wasn't previously announced.
I know this is nit picking, but I think we should allow ourselves a bit of
flexibility while still maintaining the standard we desire.
4.2 In
general. I see no mention of minutes or things like "teleconference
access" or "webcast" here. I suggest we add phrases like "minutes will be
kept, and available to all members of all meetings", and "where possible,
meetings will have teleconference access for members, and will be
webcast".
4.3.1 - Not sure
this really means anything. Seems to try to limit those that work for a
"Registry" from holding an office. But I don't think it does. First,
by claiming they must be a "representative" of a Registry, that would allow the
Registry to claim that a specific person does not "represent" them
officially. If I recall from earlier emails, was it not also the intent of
this clause to limit participation by people that worked for a Registry that had
sensitive "REGISTRAR" information ? I think I remember Ross being
concerned about someone who worked for a Registry, and may have information
about specific Registrar practices. If so, then the words "Registry
Proprietary Information" probably should be "Registrar Proprietary
Information". But frankly, I suspect this entire clause is almost
impossible to enforce. How would one determine who had what ? Sure,
you could ask for a statement from the candidate that they had no "Proprietarty
Information", but don't we all ? Most of our contracts have NDA
provisions, which would mean we all would have some of this
information. And the phrase "with access to" is way to broad. How
should someone that has access to the information, but has deliberately
chosen not to access it or be in possession of it be ruled out. Is it
not possible for someone to choose to not access it ? The last phrase
of the bylaw suggest a time period from when someone was last in receipt of the
information, but the first defines someone who may just have 'access' to
it. This appears to be in conflict. Perhaps someone can explain to
me the intent, and how this would be enforced.
4.3.5 would seem to
suggest that even after an open nomination period, someone is not just
acclaimed. We could actually be in the situation where we can never elect
anyone. Are we sure we need this ? If someone is nominated that is
not suitable, surely we can find someone to run against them that is better
qualified.
4.5.1.3 appears to
desire to limit those that own more than one Registrar to one vote. WHY
? I know this has been debated in the past, but do we really think someone
is going to go through the process of accrediting Registrars AND paying multiple
membership fees for one additional vote ? If we want to continue with this
one, of limiting voting, I would like to see an additional clause that states
that should a member in good standing own more than one Registrar, then all are
members (for no additional fees) For example, if GoDaddy owns 2 registrars, and
we limit their vote to one, we probably should also let both join as members for
the cost of one membership.
4.7.4 - I am
concerned that this would give rise to removing someone because they didn't
attend a 'conference call' on a specific topic. I know we sometimes
have conference calls on things like the budget that not everyone attends.
To remove an elected official because they didn't attend these non-mainstream
calls seems a bit foolish. Perhaps we should add wording to the effect of
"constituency wide" conference calls or some such wording to avoid someone
having to attend all the little, and sometimes very specific
stuff.
So there are my
thoughts.
I think a great job
has been done on these bylaws so far. Way to go !
Rob.
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